Professional Documents
Culture Documents
LANDSCAPE ARCHITECTURE
Client
NAME
Owner
The Client acknowledges that it is authorized to enter into this Agreement.
NAME
ADDRESS / CITY / STATE / ZIP (IF DIFFERENT FROM CLIENT ADDRESS ABOVE)
Landscape Architect
NAME
CONTACT INFORMATION
Program
The Client’s detailed Program: user needs, functional and built element requirements, and the Client’s budget
parameters are set forth in Exhibit “A.”
Scope of Services
The scope of services to be provided by the Landscape Architect under this Agreement and the Supplemental
Services which may be provided when requested in writing by the Client are described in Exhibit “B.”
Compensation
Compensation for Landscape Architectural Services performed under this Agreement shall be
the Stipulated sum of plus Reimbursable Expenses as defined in Article 4 and is
subject to the provisions of this Agreement. Supplemental Services, when requested in writing by the Client, shall be
compensated on an hourly basis at the rates provided in Exhibit “C” or on the basis of a negotiated fee provided in an
amendment to this Agreement.
Schedule of Services
The schedule for the performance of the Landscape Architectural Services under this Agreement is provided in
Exhibit “D,” and is subject to the provisions of this Agreement.
Article 1
Landscape Architectural Services
Standard of Care
The Landscape Architectural Services shall be performed with care and diligence in accordance with the
professional standards applicable at the time and in the location of the Project and appropriate for a project of
the nature and scope of this Project.
Coordination
The Landscape Architect shall coordinate the services of its consultants, and shall cooperate with the
Client’s representatives and separate consultants in the best interest of the Project.
Scope of Services
The Scope of Landscape Architectural Services to be provided under this Agreement is detailed in Exhibit
“B.”
Supplemental Services
Supplemental Services are detailed in Exhibit “B.” Supplemental Services are beyond the basic Scope of
Services, and when requested in writing by the Client, shall entitle the Landscape Architect to additional
compensation (either on the hourly basis stated in Exhibit “C” or on the basis of a negotiated sum) beyond the
Compensation stated in the Preliminary Provisions.
Certifications
The Client shall submit copies of proposed certificates or certifications, if any, to the Landscape Architect for
review and approval at least 14 days prior to the date that the Client desires the Landscape Architect to execute them.
The Client shall not request certifications which would require legal opinions or knowledge or services beyond the
scope of the Agreement. All such certifications shall be limited to professional opinions rendered in accordance with
generally accepted standards of professional practice.
Article 2
Client’s Responsibilities
Program
The Client shall provide the detailed Project description and budget parameters designated Exhibit
“A” and attached hereto.
Information
The Client shall provide site surveys and legal information, including as applicable: written
legal description of the site, a land survey by a professional land surveyor who is licensed or
registered under the law of the jurisdiction in which the property is located, rights-of-way,
easements, encroachments, zoning, covenants, and deed or other restrictions, if any.
The Client shall provide for the Landscape Architect’s right to enter from time to time,
property owned by the Client or others so the Landscape Architect may perform the
Landscape Architectural Services.
The Client shall be responsible for all legal, accounting, and insurance services the Client
may require or deem necessary in the interest of the Project.
Independent Testing
The Client shall provide independent testing services when deemed necessary to determine site conditions
such as soil and subsoil conditions, water, pollution, and hazardous waste presence and characteristics.
Reliance
The Landscape Architect shall be entitled to rely on the accuracy and completeness of the information, test
results, and work product provided by the Client and the Client’s consultants. The Landscape Architect shall not be
responsible for calculations, specifications, or designs based on erroneous, inaccurate, or incomplete information
provided by the Client,
Client’s Representative
The Client shall designate a representative with authority to act on the Client’s behalf with regard to the
Project. If for any reason Client’s designated representative is replaced during the progress of the Project, the
Landscape Architect shall have the right to renegotiate its compensation in response to the change.
Approvals
Client’s decisions, approvals, reviews, and responses shall be communicated to the Landscape Architect in
a timely manner so as not to delay the performance of the Landscape Architectural Services. Comments from the
Client’s Representative shall be a consolidation of all comments of interested user groups or entities to provide
clear direction to the Landscape Architect and to avoid delays.
Notice of Nonconformance
If the Client observes or becomes aware of any errors or omissions or inconsistencies in any documents
provided by the Landscape Architect or any fault or defect in the Project, the Client shall promptly give written notice
thereof to the Landscape Architect.
Article 3
Ownership of Documents
The Landscape Architect shall be deemed the author and owner of all deliverables
provided to the Client, including but not limited to plans, drawings, specifications,
Construction Documents, displays, graphic art, photographs, and other images and devices
in any medium, including electronic data or files, which are developed, created, or derived
pursuant to this Agreement by the Landscape Architect (collectively, the “Design
Materials”).
Subject to payment by the Client of all Compensation and Reimbursable Expenses owed
to the Landscape Architect, the Landscape Architect grants to the Client an irrevocable, non-
exclusive license to reproduce the Design Materials solely for the construction of the Project
and for information and reference with respect to the use of the Project. Termination of this
Agreement prior to the completion of the Project shall terminate this license; all Design
Materials and copies thereof in the Client’s possession or control shall be returned to the
Landscape Architect within 21 days of the notice of termination.
In the event this Agreement is terminated prior to the completion of the Project, the
Landscape Architect shall have no liability to the Client or to anyone claiming through the
Client for any claims, liabilities, or damages resulting from the use, misuse, or modification
of the Design Materials without the Landscape Architect’s approval, and the Client agrees to
indemnify and defend the Landscape Architect against all such claims.
Article 4
Landscape Architect Compensation
Compensation for the Scope of Services described in section 1.4 of Exhibit “B” to be
performed under this Agreement shall be as indicated in the Preliminary Provisions plus
Reimbursable Expenses as defined below. Supplemental Services, described in section 1.5
of Exhibit “B,” when requested in writing by the Client, shall be compensated on an hourly
basis at the rates provided in Exhibit “C” or on the basis of a negotiated fee provided in an
amendment to this Agreement.
Reimbursable
Expenses are expenditures as made by the Landscape Architect, its employees, and
consultants in the interest of the Project plus an administrative fee of %.
Reimbursable Expenses include, but are not limited to the following:
travel expenses in connection with the Project; living expenses in connection with out-of-town travel,
long-distance communications;
costs of reproductions, faxes, postage and handling of documents, messenger and overnight
delivery services;
if authorized in advance by the Client, overtime-related employee expenses;
costs of renderings, photographs, models, and mock-ups requested by the Client;
expense of professional liability insurance dedicated exclusively to the Project, or additional
insurance coverage or limits requested by the Client in excess of that normally carried by the
Landscape Architect and its consultants;
costs of printing and delivering bid packages;
services of professional consultants which cannot be quantified at the time of contracting; and
other, similar direct Project-related expenditures.
An initial payment of shall be made upon execution of this Agreement; this amount shall be
credited to the Client’s account at final payment. This shall be the minimum payment due
under this Agreement.
Monthly payments to the Landscape Architect shall be based on (1) the percentage of the Scope of
Services completed in accordance with the Schedule of Services provided in Exhibit “D”
herein, and shall include payments for (2) Supplemental Services performed, and (3)
Reimbursable Expenses incurred.
If the Client disputes, in good faith, all or any portion of any statement from the Landscape
Architect for Landscape Architectural Services or Reimbursable Expenses, the Client shall
notify the Landscape Architect in writing within seven
(7) days of receipt of the disputed statement, describing the nature of the dispute and including a
reasonably detailed explanation of the reason for the dispute.
Payments are due and payable 30 days from the date of the Landscape Architect’s invoice. Invoiced
amounts unpaid 45 days after the invoice date shall be deemed overdue and shall accrue
% simple interest per month. Pursuant to section 7.2,
herein, at the Landscape Architect’s option, overdue payments may be grounds for
suspension of services or termination of this Agreement.
Extended Services
If through no fault of the Landscape Architect the Scope Services described in section
1.4 of Exhibit “B” have not been completed within the term indicated in the Schedule of Services provided in Exhibit
“D,” the compensation for services rendered after that time period shall be renegotiated or shall be on the basis of the
hourly rates provided in Exhibit “C.”
Article 5
Insurance, Indemnification, Consequential Damages
Insurance
The Landscape Architect shall secure and maintain insurance coverages indicated as follows:
Indemnification
Client and Landscape Architect each agree to indemnify and hold harmless the other, and their
respective officers, employees, and representatives, from and
Consequential Damages
The Landscape Architect and the Client waive consequential damages for claims, disputes, or other matters
in question which arise out of or are related to this Agreement, including but not limited to consequential damages
due to the termination of this Agreement by either party in accordance with the provisions of Article 7 hereof.
Waiver of Subrogation
To the extent damages are covered and paid by property insurance during construction, the Client and the
Landscape Architect waive all rights against each other and against the contractors, consultants, agents and employees
of the other for damages. The Client and the Landscape Architect, respectively, shall require of their contractors,
consultants, agents and employees similar waivers in favor of the other parties enumerated herein.
If a dispute arises out of or relates to this Agreement, the parties shall endeavor to
resolve their differences first through direct discussions between the parties or their
representatives who shall have authority to settle the dispute. If the dispute has not been
settled within 14 days of the initial discussions, the parties shall submit the dispute to
mediation in accordance with section 6.2.
If the dispute is not settled pursuant to section 6.1, before recourse to any other dispute
resolution procedure, the parties shall endeavor to settle the dispute by mediation under the
current Construction Industry Mediation Rules of the American Arbitration Association. The
location of the mediation shall be the location of the Project unless the parties agree
otherwise. A request for mediation may be filed with the American Arbitration Association
or any other mediation service acceptable to both parties. The parties agree to conclude the
mediation within 60 days of filing the request. Unless otherwise agreed, the cost of mediation
shall be shared equally by the parties.
For any claim subject to, but not resolved by, mediation pursuant to Section 6.2,
the method of binding dispute resolution shall be as follows:
(Check the appropriate box. If the parties do not select a method of binding dispute resolution below, or do
not subsequently agree in writing to a binding dispute resolution method other than litigation, claims will be
resolved in a court of competent jurisdiction.)
Nothing in these provisions shall limit rights or remedies not expressly waived
under applicable lien laws.
Article 7 Suspension/Termination
This Agreement may be terminated by either party on seven (7) days’ written notice
should the other party fail substantially to perform in accordance with its terms through no
fault of the party initiating the termination, provided the defaulting party has not cured or in
good faith diligently commenced to cure the breach during the 7-day notice period.
The Client’s failure to make payments to the Landscape Architect in accordance with
the provisions of this Agreement shall be deemed a substantial failure to perform and a cause
for termination; however, in this circumstance the Landscape Architect, at its option, may
elect to suspend its services on seven (7) days’ written notice to the Client. The Landscape
Architect shall have no liability to the Client for any delays caused by a suspension under
this provision.
If the Client suspends the Landscape Architect’s services for any reason, the Landscape
Architect shall be compensated for all Landscape Architectural Services performed to that
date, and the Landscape Architect shall have no liability to the Client for any delays caused
by the Client’s decision to suspend the Services.
When suspended Services are resumed, the Landscape Architect shall be compensated
for expenses incurred due to the interruption and resumption of the Landscape Architectural
Services, and the Compensation and the Schedule of Services for the Services remaining to
be performed shall be equitably adjusted.
A suspension of Services by either party for more than thirty (30) days may, at
the Landscape Architect’s option, be deemed grounds for termination of the
Agreement.
If termination is not due to the fault of the Landscape Architect, the Client shall pay,
in addition to Compensation and Reimbursable Expenses due at the time of the
termination, all actual costs and expenses reasonably incurred by the Landscape Architect
in connection with such termination. In addition, the Client shall comply and cooperate in
accordance with the provisions of Article 3, Ownership of Documents.
The Client may terminate this Agreement for convenience and without cause with seven
(7) days’ written notice to the Landscape Architect providing, in addition to the Compensation, Reimbursable
Expenses, and compliance with the Ownership of Documents provisions indicated in section 7.6, above, the Client
pays to the Landscape Architect an amount representing the anticipated profit on the Scope of Services not
performed under this Agreement because of the Client’s decision to terminate for its convenience.
Force Majeure
Either party, as applicable, shall be relieved of its obligations hereunder in the event and to the extent that
performance hereunder is delayed or prevented by any cause beyond its control and not caused by the party claiming
relief hereunder, including, without limitation, acts of God, public enemies, war, insurrection, acts or orders of
governmental authorities, fire, flood, explosion, or the recovery from such cause (“Force Majeure”). The parties agree
to make all reasonable efforts to mitigate the delays and damages of Force Majeure.
Notices
Notices required pursuant to this Agreement shall be sufficient if delivered personally or by registered or
certified mail, return receipt requested, at the addresses indicated on the first page of this Agreement.
Assignment
Neither party shall assign their interest in this Agreement without the express written consent of the other,
except as to the assignment of proceeds.
Severability
If any term or provision of this Agreement shall be found to be invalid or unenforceable, the remaining
provisions shall, to the fullest extent permitted by law, remain in full force and effect.
Captions
Captions of articles, sections, paragraphs, or subparagraphs of this Agreement are for convenience and
reference only.
Governing Law
This Agreement shall be governed by the law in effect at the Landscape Architect’s principal place of
business.
Complete Agreement
This Agreement represents the entire understanding between the Client and the Landscape Architect and
supersedes all prior negotiations, representations, or agreements, whether written or oral with respect to its subject
matter. The person(s) signing this Agreement
Limitations Period
As between the parties to the Agreement: as to all acts or failures to act by either party to the Agreement,
any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have
accrued in any and all events not later than the completion of Services under the Agreement.
Exhibits
The following Exhibits are incorporated in and made a part of this Agreement: “A” Client’s
Program
“B” Scope of Services and Supplemental Services
“C” Landscape Architect’s Hourly Compensation Rates Schedule “D”
Landscape Architect’s Schedule of Services
Landscape Architect
Date
Client
Date
CLIENT’S PROGRAM
(Client inserts Client’s program as Exhibit “A”)
In order to identify the physical attributes and limitations of the site relative to the Program, the
Landscape Architect shall
.1 identify existing site conditions and features such as topography, drainage patterns,
vegetation, including significant specimen plants, water elements, structures, views, and
known off-site considerations relevant to the Client’s Program
.2 confirm general location of available utilities
.3 analyze existing site conditions to identify physical attributes and limitations of the
Project site
.4 review applicable governmental requirements, including zoning, ordinances and permit
requirements, known special restrictions, and zoning conditions
.5 advise the Client of tests and surveys, such as soils analysis, topographic survey, utility
survey, and/or property boundary survey, that may be required
.6 submit findings in the form of the following deliverables to the Client (indicate items
required):
a. letter or memo summarizing the findings
b. plan view drawing summarizing the physical attributes and limitations
c. summary description of applicable governmental requirements
d. summary description of needed tests and surveys
e. other
Based on the Site Analysis Phase findings, the Landscape Architect shall explore design options and
develop a schematic design through the following:
.1 prepare studies and relational diagrams for the organization and placement of proposed
Program elements taking into consideration the existing site features and the requirements
of other Program elements
.2 prepare drawings illustrating alternative design concepts for the form and configuration of
the Program elements on the site (up to alternatives shall be
provided under the basic Scope of Services for this Agreement; additional alternatives
requested by the Client shall be considered Supplemental Services)
.3 evaluate alternative design concepts and, in conjunction with the Client, identify a
preferred design concept
Based on the Schematic Design approved by the Client, the Landscape Architect shall refine and
sufficiently detail the proposed form of the improvements to comprehensively convey the design
intent through the following:
.1 revise and refine the Schematic Design plan to define the location of the proposed
improvements in relation to both the existing site features and the other proposed
improvements
.2 prepare design detail sketches illustrating the proposed forms, materials, colors, and textures
of the proposed improvements
.3 prepare supplemental drawings as required to illustrate the design intent (strike all that do
not apply):
a. Grading and drainage plan
b. Planting plan
c. Irrigation plan
d. Site furnishings plan
e. Lighting plan
f. Signage plan
g. Other
.4 prepare outline specifications for applicable areas of work
(If a particular specification system is requested by the Client, it should be indicated
here.)
.5 update the opinion of probable construction costs of the proposed improvements, indicating
when appropriate the assumptions on which the opinion is based
.6 submit the plans, details, cost opinion, and other deliverables as appropriate comprising
the Design Development submittal to the Client for review and approval.
Based on the Design Development phase submission approved by the Client, the Landscape Architect
shall prepare Construction Documents suitable for bidding or contract negotiations and for
construction of the Project. The Landscape Architect shall:
Bidding Phase
When contracts are bid, the Landscape Architect shall assist the Client during the bidding process to
identify the Contractor to construct the Project and establish the firm price to accomplish the work.
The Landscape Architect shall:
.1 coordinate the schedule for bid advertising, pre-bid qualification process (if applicable),
pre-bid conference, addenda (if applicable), and bid opening
.2 prepare and organize bid solicitation and proposal forms consistent with the Client’s
requirements
.3 arrange for printing and distribution of the bid documents
.4 evaluate pre-bid qualification submissions (as required) and formulate recommendations
.5 conduct the pre-bid conference and document the proceedings
When contracts are negotiated, the Landscape Architect shall assist the Client during the contract
negotiation process to establish contract terms for the construction of the Project. The Landscape
Architect shall:
The Landscape Architect shall provide the following administration services associated with the
construction of the Project:
Supplemental Services
Pre-design Services
Unless otherwise agreed to by the parties, the following are Supplemental Services:
The Landscape Architect shall provide the following administration services associated with the
construction of the Project as Supplemental Services. When requested, the Landscape Architect
shall:
.1 review and take appropriate action on materials and equipment submitted by the Contractor
for approval
.2 review and take appropriate action on shop drawings and change order requests submitted
for approval
.3 prepare Client-initiated change orders
.4 on behalf of the Client, receive and forward to the Client written guarantees, warranties,
releases of liens, and related documents required from the Contractor
.5 conduct observations to determine final completion and acceptance of the work
.6 review the Contractor’s marked-up “as-built” drawings
.7 determine consent of surety, if any, to issuance of a final certificate of payment
The following Post-Construction Services are Supplemental Services. When requested by the
Client, the Landscape Architect shall:
.1 prepare record drawings of the actual construction based on marked-up drawings and other
data furnished by the Contractor
.2 provide observations of work and/or warranty items at appropriate times
.3 perform post-construction evaluation of functional and operational performance of
the Project
SCHEDULE OF SERVICES
The Landscape Architect shall begin providing Landscape Architectural Services on the Project promptly upon the
receipt of a written notice to proceed and shall perform its Services as expeditiously as is consistent with the standard
of care described in section 1.1 of the Agreement. All time frames are subject to the Client’s cooperation in
accordance with the provisions of sections 1.6 and 2.6.